El Paso Corporation (NYSE: EP) today announced that as of 11:59 p.m.,
New York City time, on August 9, 2011 (such date and time, the
"Expiration Date") the following principal amounts of the outstanding
senior debt securities listed below (the "Notes") have been tendered and
accepted for purchase under the previously announced cash tender offers
(the "Tender Offers") for such securities.
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Principal
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Principal
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Amount
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Amount
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Outstanding
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Tendered on
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Prior to the
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or prior to
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Commencement
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the
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CUSIP
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of the Tender
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Expiration
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Title of Notes
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Number
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Offers
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Date
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Any and All Notes:
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9.625% Senior Debentures due 2012
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190441AP0(1)
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$
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570,000
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$
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25,000
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9.625% Senior Notes due 2012
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28336LAZ2
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$
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27,583,000
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$
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16,040,000
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8.250% Senior Notes due 2016
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28336LBT5
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$
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67,867,000
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$
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610,000
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6.950% Senior Debentures due 2028
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190441AW5(1)
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$
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896,000
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$
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525,000
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6.950% Senior Notes due 2028
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28336LBD0
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$
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173,534,000
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$
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143,145,000
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7.420% Senior Debentures due 2037
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190441AT2(1)
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$
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236,000
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$
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50,000
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7.420% Senior Notes due 2037
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28336LBH1
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$
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160,218,000
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$
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113,690,000
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Dutch Auction Notes:
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6.875% Senior Notes due 2014
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28336LBM0
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$
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375,000,000
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$
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231,622,000
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7.000% Senior Notes due 2017
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28336LBQ1
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$
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900,000,000
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$
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304,246,000
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7.250% Senior Notes due 2018
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28336LBR9
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$
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575,000,000
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$
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232,611,000
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Principal
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Amount
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Accepted at
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Principal Amount
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Early
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Accepted today for
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Title of Notes
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Settlement
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Final Settlement
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Any and All Notes:
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9.625% Senior Debentures due 2012
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$
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25,000
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$
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-(2)
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9.625% Senior Notes due 2012
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$
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16,040,000
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$
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-(2)
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8.250% Senior Notes due 2016
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$
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590,000
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$
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20,000(2)
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6.950% Senior Debentures due 2028
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$
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525,000
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$
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-(2)
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6.950% Senior Notes due 2028
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$
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142,815,000
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$
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330,000(2)
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7.420% Senior Debentures due 2037
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$
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50,000
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$
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-(2)
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7.420% Senior Notes due 2037
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$
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113,650,000
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$
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40,000(2)
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Dutch Auction Notes:
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6.875% Senior Notes due 2014
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N/A
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$
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167,623,000(3)
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7.000% Senior Notes due 2017
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N/A
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$
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113,830,000(3)
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7.250% Senior Notes due 2018
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N/A
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$
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97,872,000(3)
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(1) Originally issued at The Coastal Corporation and were exchanged for
El Paso Corporation Notes in December 2005. Amounts outstanding for
these Debentures are small positions which were not exchanged in that
exchange offer and were assumed by the Company on December 31, 2005. (2)
Reflects principal amounts validly tendered after 5:00 p.m., New York
City time, on July 26, 2011 (the "Early Tender Date") and on or prior to
the Expiration Date. On July 27, 2011, El Paso accepted for purchase all
of the Any and All Notes validly tendered on or prior to the Early
Tender Date, and made payment for such accepted notes on July 29, 2011.
(3) El Paso accepted for purchase the Dutch Auction Notes on a pro rata
basis as described below.
Any and All Tender Offers
Today, El Paso accepted all of the 9.625% Senior Debentures due 2012
(the "9.625% Debentures"), all of the 9.625% Senior Notes due 2012 (the
"9.625% Notes"), all of the 8.250% Senior Notes due 2016 (the "8.250%
Notes"), all of the 6.950% Senior Debentures due 2028 (the "6.950%
Debentures"), all of the 6.950% Senior Notes due 2028 (the "6.950%
Notes"), all of the 7.420% Senior Debentures due 2037 (the "7.420%
Debentures") and all of the 7.420% Senior Notes due 2037 (the "7.420%
Notes" and, together with the 9.625% Debentures, the 9.650% Notes, the
8.250% Notes, the 6.950% Debentures, the 6.950% Notes and the 7.420%
Debentures, the "Any and All Notes") validly tendered on or prior to the
Expiration Date and not previously accepted upon early settlement on
July 29, 2011, as set forth in the table above. El Paso expects to make
payment for such accepted Any and All Notes on August 11, 2011. As
described in El Paso's Offer to Purchase dated July 13, 2011 (the "Offer
to Purchase"), the holders of the 9.625% Debentures, 9.625% Notes,
8.250% Notes, 6.950% Debentures, 6.950% Notes, 7.420% Debentures and
7.420% Notes accepted for purchase today will receive Tender Offer
Consideration of $1,040, $1,040, $1,110, $1,095, $1,095, $1,140 and
$1,140, respectively, per $1,000 principal amount tendered, plus accrued
and unpaid interest from the last interest payment date to, but not
including, the settlement date, which amounts exclude the Early Tender
Payment of $30.00 per $1,000 principal amount tendered.
Dutch Auction Tender Offers
Today, El Paso also accepted the 6.875% Senior Notes due 2014, the
7.000% Senior Notes due 2017 and the 7.250% Senior Notes due 2018
(collectively, the "Dutch Auction Notes") in the amounts set forth in
the table above. El Paso expects to make payment for such accepted Dutch
Auction Notes on August 11, 2011. As described in the Offer to Purchase,
the aggregate amount of the consideration (excluding accrued interest
and fees and expenses) that can be paid for the Dutch Auction Notes
tendered is equal to $750,000,000 less the aggregate amount of the
consideration (excluding accrued interest and fees and expenses) paid
for the Any and All Notes tendered and accepted for purchase (the
"Maximum Dutch Auction Tender Offer Amount"). After paying for the Any
and All Notes validly tendered on or prior to the Expiration Date, the
Maximum Dutch Auction Tender Offer Amount available to purchase Dutch
Auction Notes was $437,422,200. As of the Expiration Date, Holders of
Dutch Auction Notes have tendered $768,479,000, and as such, El Paso
accepted for purchase the Dutch Auction Notes on a pro rata basis as
described in the Offer to Purchase.
The Total Consideration or Tender Offer Consideration, as applicable,
per $1,000 principal amount of Dutch Auction Notes are set forth in the
table below:
Series of Notes
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Clearing
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Tender Offer
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Total
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Base Price
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Premium
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Consideration
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Consideration(1)
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6.875% Senior Notes
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due June 15, 2014
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$
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1,115.00
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$
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27.50
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$
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1,112.50
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$
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1,142.50
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7.000% Senior Notes
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due June 15, 2017
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$
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1,135.00
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$
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27.50
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$
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1,132.50
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$
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1,162.50
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7.250% Senior Notes
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due June 1, 2018
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$
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1,135.00
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$
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27.50
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$
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1,132.50
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$
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1,162.50
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(1) Includes Early Tender Payment of $30.00 per $1,000 principal amount
of Dutch Auction Notes validly tendered (and not withdrawn) on or prior
to the Early Tender Date.
The Tender Offer Consideration consisted of a "base price" per $1,000
principal amount of Dutch Auction Notes, plus a "clearing premium"
determined pursuant to the modified "Dutch Auction" as described in the
Offer to Purchase. The clearing premium for the Dutch Auction Tender
Offers of $27.50 was the lowest single "bid premium" (the difference
between the "bid price" submitted by a holder of Dutch Auction Notes and
the applicable "base price") based on the tenders of Dutch Auction Notes
received (and not withdrawn) on or prior to the Expiration Date such
that El Paso was able to spend the Maximum Dutch Auction Tender Offer
Amount.
With respect to each Dutch Auction Tender Offer, because the aggregate
amount of Dutch Auction Notes validly tendered (and not withdrawn) would
cause El Paso to spend more than the Maximum Dutch Auction Tender Offer
Amount, El Paso has accepted for purchase, subject to the terms and
conditions of the Dutch Auction Tender Offers, first, all Dutch Auction
Notes validly tendered (and not withdrawn) at a bid premium less than
the clearing premium, and second, Dutch Auction Notes validly tendered
(and not withdrawn) with a bid premium equal to the clearing premium on
a prorated basis using a single proration factor of 27.01% across all
series of Dutch Auction Notes.
El Paso Corporation provides natural gas and related energy products in
a safe, efficient, and dependable manner. The company owns North
America's largest interstate natural gas pipeline system, one of North
America's largest independent exploration & production companies and an
emerging midstream business. El Paso owns a 42 percent limited partner
interest, and the 2 percent general partner interest in El Paso Pipeline
Partners, L.P. El Paso Corporation's Board of Directors has granted
initial approval of a plan to separate the company into two publicly
traded companies through a tax-free spinoff of its exploration and
production business to shareholders before year-end 2011. For more
information, visit www.elpaso.com.
Cautionary Statement Regarding Forward-Looking Statements
This release includes certain forward-looking statements and
projections. The company has made every reasonable effort to ensure that
the information and assumptions on which these statements and
projections are based are current, reasonable, and complete. Important
factors which could cause actual results to differ materially from those
in forward-looking statements include, among others, unfavorable market
conditions. While the company makes these statements and projections in
good faith, neither the company nor its management can guarantee that
anticipated future results will be achieved. Reference must be made to
those filings for additional important factors that may affect actual
results. The company assumes no obligation to publicly update or revise
any forward-looking statements made herein or any other forward-looking
statements made by the company, whether as a result of new information,
future events, or otherwise.